Restrictive Covenant Election Sample Clauses

Restrictive Covenant Election. If requested by either of Sundial or Sun 8, Sundial and Sun 8 shall jointly elect under subsection 56.4(7) of the Tax Act that subsection 56.4(5) thereto applies on the sale and transfer of the Intellectual Property in respect of the Non-Competition Agreement entered into by or on behalf of Sun 8 in connection with this Agreement, and for greater certainty, such covenants are understood to be integral to this Agreement and are granted to maintain or preserve the fair market value of the Intellectual Property and related business.
Sample 1
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Restrictive Covenant Election. The Purchaser and the Vendor Parties intend that the conditions set out in Subsection 56.4(7) of the Tax Act have been met, so that Subsection 56.4(5) of the Tax Act applies to any “restrictive covenant” (as defined in Subsection 56.4(1) of the Tax Act) granted by each of the Vendor Parties pursuant to this Agreement (in this Section 3.12, the “Non-Competition Covenants”). For greater certainty: (a) for the purposes of paragraph 56.4(7)(d) of the Tax Act, no proceeds will be attributable, allocable, received or receivable by the Vendor Parties for granting the Non-Competition Covenants; (b) the Non-Competition Covenants are integral to this Agreement and have been granted to maintain or preserve the fair market value of the Purchased Assets and the Business; and (c) the Purchaser would not purchase the Purchased Assets without having the benefit of the Non-Competition Covenants. The Purchaser will, within (5) five Business Days of a written request from Miriam tx xx xo following Closing, make jointly with a Vendor Party one or more elections pursuant to or in respect of Subsection 56.4(7) of the Tax Act in the required manner and using a form prescribed for such purposes (if applicable) and otherwise reasonably acceptable to their respective counsels, as will cause Subsection 56.4(5) of the Tax Act to apply to the Non-Competition Covenants granted by the Vendor. Such election will reflect that the Parties have allocated no proceeds to the restrictive covenant. Provided that it has complied with the foregoing covenant, the Purchaser will not be responsible for any late filing penalties and will have no Liability to the Vendor Parties or otherwise with respect to the Tax consequences associated with any such election.
Sample 1
Restrictive Covenant Election. S&N Canada and the Vendor agree to jointly execute an election under proposed paragraph 56.4(3)(b) of the Income Tax Act in the prescribed form in respect of the Non-Competition Agreement and the Vendor’s obligations under Section 8.29 hereof.
Sample 1
Restrictive Covenant Election. Canadian Purchaser and Canadian Seller will jointly elect in accordance with subsection 56.4(13) of the Income Tax Act (Canada) to have the provisions of subsection 56.4 (7) of the Income Tax Act (Canada) apply to the restrictive covenant granted by the Canadian Seller to the Canadian Purchaser under Section 6.08, such election to be prepared by Canadian Purchaser and Canadian Seller, and duly filed by the Canadian Seller in the prescribed form (or, if upon Closing there is no prescribed form, in a form acceptable to the Canada Revenue Agency) together with a copy of the restrictive covenant as required by subsection 56.4(13) of the Income Tax Act (Canada).
Sample 1
Restrictive Covenant Election. The Buyer and Gxxxxxx will, at the written request of Gxxxxxx, elect in prescribed form to apply paragraph 56.4(3)(c) of the Tax Act as proposed in clause 24.1(1) of the draft technical amendments to the Tax Act of February 27th, 2004 and the Quebec equivalent (the “Technical Amendments”) to apply to the portion of the amount, if any, received by Gxxxxxx in respect of a “restrictive covenant” as defined in the Technical Amendments. The parties agree to in good faith determine the amount, if any, that is reasonable allocable to the restrictive covenant and will elect to apply the Technical Amendments to that amount. Gxxxxxx must provide the Buyer with a minimum 30 days notice prior to the date such election is to be filed. All costs and expenses relating to the preparation of such elections shall be borne by Gxxxxxx. Buyer and Gxxxxxx shall each include a copy of the prescribed form in their income tax return for their taxation year that includes the day on which any restrictive covenant is agreed to and such return will be filed on or before the filing due date for that year. If a prescribed form is not available at that time, then the election shall be made in a manner acceptable to the Canada Revenue Agency. If the Quebec taxing authority proposes a similar provision, then the Buyer and Gxxxxxx shall make a similar provincial election. If it is finally determined by the Canada Revenue Agency, a court of competent jurisdiction, or the parties agree with a determination made by a taxing authority that the portion of the consideration reasonably attributable to a “restrictive covenant” is other than the amount applied for in the election (such new amount being hereinafter the “Revised Portion”), then the Buyer and Gxxxxxx agree that the Revised Portion be subject to the paragraph 56.4(3)(c)
Sample 1
Restrictive Covenant Election. Section 2.
Sample 1
Restrictive Covenant Election. The Parties acknowledge that no part of the Purchase Price for the Purchased Shares relates to the restrictive covenants provided by Shareholders in their respective Restrictive Covenant Agreements entered into concurrently with this Agreement. The Parties agree to file a joint election upon the request of Shareholders pursuant to proposed section 56.4 of the Income Tax Act (Canada) in contemplation of any assessment by CRA allocating any portion of the Purchase Price as ordinary income to Shareholders. The election will be filed within the prescribed time as set out in the legislation when it becomes effective.
Sample 1
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Related to Restrictive Covenant Election

  • Restrictive Covenant (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

  • Restrictive Covenant Agreement The Company’s obligations under this Agreement, including the Company’s agreement to provide severance and to allow Employee to participate in the other compensation programs as provided on Schedule A, is conditioned on Employee signing a Restrictive Covenant Agreement in the form of Schedule B (the “Restrictive Covenant Agreement”).

  • Restrictive Covenant Agreements The Executive agrees to be bound by the Invention and Non-Disclosure Agreement attached hereto as Exhibit A and the Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B (Exhibit A and Exhibit B together referred to as the “Restrictive Covenant Agreements”), each of which are incorporated by reference herein. The provisions of the Restrictive Covenant Agreements shall survive the term of this Agreement pursuant to the terms set forth in Exhibit A or Exhibit B, as applicable.

  • Restrictive Covenants Agreement I understand that I am or will be an employee to or other service-provider of The Xxxxx Xxxxx Company and/or its Subsidiaries and/or its Affiliates (collectively the "Company"), and will learn and have access to the Company's confidential, trade secret and proprietary information and key business relationships. I understand that the products and services that the Company develops, provides and markets are unique. Further, I know that my promises in this Restrictive Covenants Agreement (the "Agreement") are an important way for the Company to protect its proprietary interests and that The Xxxxx Xxxxx Company would not have granted me RSUs or other equity grants unless I made such promises. In addition to other good and valuable consideration, I am expressly being given RSUs or other equity grants in exchange for my agreeing to the terms of this Agreement. In consideration of the foregoing, I (the "Executive") agree as follows:

  • Restrictive Covenants a. The Property is believed and shall be taken to be correctly described and is sold subject to:- (i) All existing easement, public and private right of way, support, drainage, light and all other rights or other incidents (if any), lease, tenancy, occupier, encroachment, trespass, nuisance, charge, lien, caveat, previous sale and purchase, previous assignment, covenant, common right and liability (including but not limited to liability to local authorities incurred but not ascertained and any rate made but not demanded), express and implied condition, restriction-in-interest and encumbrances subsisting thereon or there over without any obligation arising for the Assignee to define the same respectively; (ii) Any notice or knowledge of acquisition proceedings, encroachment or that the Government or other authority has any immediate intention of acquiring the whole or any part of the Property for road, back lane or other improvement scheme whatever affecting the same. b. The Purchaser shall be deemed to have full knowledge of the nature and effect thereof and shall make no objection or requisition in respect thereof.

  • Breach of Restrictive Covenants Without limiting the remedies available to the Company, Employee acknowledges that a breach of any of the covenants contained in Section 10 hereof may result in material irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach of Section 10 hereof, restraining Employee from engaging in activities prohibited by Section 10 hereof or such other relief as may be required specifically to enforce any of the covenants in Section 10 hereof. Notwithstanding any other provision to the contrary, the Restricted Period shall be tolled during any period of violation of any of the covenants in Section 10 (b) or (c) hereof and during any other period required for litigation during which the Company seeks to enforce such covenants against Employee if it is ultimately determined that Employee was in breach of such covenants.

  • Survival of Restrictive Covenants Employee acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Employee’s employment for any reason. Employee further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Employee acknowledges that such obligations are independent and separate covenants undertaken by Employee for the benefit of the Company.

  • Reasonableness of Restrictive Covenants (a) Executive acknowledges that the covenants contained in Sections 8.1 and 8.2 are reasonable in the scope of the activities restricted, the geographic area covered by the restrictions, and the duration of the restrictions, and that such covenants are reasonably necessary to protect the Company's legitimate interests in its Confidential Information and in its relationships with its employees, customers and suppliers. Executive further acknowledges such covenants are essential elements of this Agreement and that, but for such covenants, the Company would not have entered into this Agreement. (b) The Company and Executive have each consulted with their respective legal counsel and have been advised concerning the reasonableness and propriety of such covenants. Executive acknowledges that his observance of the covenants contained in Sections 8.1 and 8.2 will not deprive him of the ability to earn a livelihood or to support his dependents.

  • Noncompetition Covenant The Executive agrees that, during the Term, including any extension thereof, and for a period of one year following the Executive’s termination of employment, other than a termination pursuant to Section 4, the Executive shall not, without the express written consent of the Company: (a) Be engaged, directly or indirectly, in any county where the Company has an office at the time of Executive’s termination, as a partner, officer, director, employee, consultant, independent contractor, security holder, or owner of any entity engaged in any business activity competitive with that of the Company or its Affiliates; provided, however, nothing in this Agreement shall prevent the Executive from owning or acquiring an interest in any entity engaged in any competitive business activity if such interest does not constitute “control” as defined in 12 C.F.R. Section 303.81(c); (b) Call upon or solicit, either for the Executive or for any other person or firm that engages in competition with any business operation actively conducted by the Company or any Affiliate during the Term, any customer with whom the Company or any Affiliate directly conducts business during the Term; or interfere with any relationship, contractual or otherwise, between the Company or any Affiliate and any customer with whom the Company or any Affiliate directly conducts business during the Term; or (c) Induce or solicit any person who is at the date of termination or was during the 12 months preceding termination an employee, officer or agent of the Company or any Affiliate to terminate said relationship. In the event of a breach by the Executive of any covenant set forth in this Section 9, the term of such covenant will be extended by the period of the duration of such breach and such covenant will survive any termination of this Agreement but only for the limited period of such extension. The restrictions on competition provided herein shall be in addition to any restrictions on competition contained in any other agreement between the Company and the Executive and may be enforced by the Company and/or any successor thereto, by an action to recover payments made under this Agreement, an action for injunction, and/or an action for damages. The provisions of this Section 9 constitute an essential element of this Agreement, without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law or at equity, the parties hereto agree that the Company or any successor thereto, will have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of this Section 9. If the scope of any restriction contained in this Section 9 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

  • Enforcement of Restrictive Covenants For the avoidance of doubt, nothing in this Section 7(i) limits the remedies available to Employer under Section 14 hereof.

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